October 20, 2008

Resource Management Programs:
SampleRequest for Proposal for use by Commercial Entities

This sample document is nearing its final form, but still carries a DRAFT watermark, indicating that it may have some further minor changes upon final review by the office of the state Attorney General.

The FY2009 round of Environmental Assistance Grants includes Resource Management Programs among the preferred projects. For the sake of those working to submit a pre-application by October 27, 2008, MPCA is sharing this draft template.

You are encouraged to download and read the current version as a starting point for developing an RFP that would work for your institution.

Do not use this template exactly as written or as a boilerplate document. Regardless of whether the template carries a DRAFT watermark or is in its final form, it is the responsibility of each user to customize the document for their own organization, and to ensure that their own final document satisfies their institution’s contract rules and review by internal counsel.

Contact me for assistance with Resource Management Programs.

Madalyn Cioci
Minnesota Pollution Control Agency
520 Lafayette Rd N
Saint Paul, MN 55155-4194
651-296-6300 or 800-657-3864

1

CONTRACT BETWEEN {BUSINESS NAME} AND {SERVICE PROVIDER} FOR RESOURCE MANAGEMENT, RECYCLING AND SOLID WASTE MANAGEMENT SERVICES

This Contract is made and entered into between {BUSINESS NAME}, by and through {BUSINESSE’S MAILING ADDRESS}, hereinafter “Customer” and {SERVICE PROVIDER} {SERVICE PROVIDER’S MAILING ADDRESS}, hereinafter “Contractor.”

I.CONTRACTOR’S OBLIGATIONS

1.1.Contractor shall provide the following services, described as: Resource Management, Recycling and Solid Waste Management Services and more specifically in accordance with Customer’s Request for Proposal, attached hereto and incorporated by reference herein as ExhibitA and the Contractor’s Proposal, attached hereto and incorporated by reference herein as ExhibitB. Contractor guarantees that the services it provides shall follow guidelines and specifications provided by the Customer and will comply with standards of performance generally accepted in the industry. If there are any inconsistencies between this Contract and ExhibitA orB, the priority of documents shall be as follows: 1)This Contract; 2)The Customer’s Request for Proposal (ExhibitA); and 3)The Contractor’s Proposal (ExhibitB).

1.2.Locations of Resource Management, Recycling and Solid Waste Management Services. The Contractor shall provide Resource Management, Recycling and Solid Waste Services at the following Customer locations:

{LIST THE NAMES AND ADDRESSES OF THE

CUSTOMER FACILITIES AND BUILDINGS}

1.3.Resource Management, Recycling and Solid Waste Management Services to be Provided. The Contractor shall provide Resource Management, Recycling and Solid Waste Management Services, as described in the Contractor’s Proposal (ExhibitB), including, but not limited to:

  1. Providing collection and recycling of commodities separated from the Customer’s

waste stream.

  1. Providing collection and processing or disposal of solid waste generated at

Customer’s facilities and buildings.

  1. Finalizing and implementing a Resource Management Operations Plan.
  2. Assisting the Customer in developing educational and outreach materials and in

educating Customer’s employees about the Resource Management Program.

Educational and outreach materials may include materials, design, design

elements, illustrations, photos and text/language, in print, electronic, and video format,used for purposes that promotes or supports the goals of the Resource ManagementProgram to Customer’s employees and administration. The Customer will beresponsible for all printing, production costs, and distribution of education andoutreach materials.

e.Identifying materials in the waste stream that may bereused, returned, sold and/or recycled alongwith associated costs, cost reductions, and/or revenues.

f.Identifying waste reduction activities.

g.Providing quarterly and annual progress reports

h.Attending regular quarterly meetings.

i.Providing detailed monthly billing, credit, and/or revenue information specific to

each task the Contractor performs.

j.Furnishing and providing maintenance, signage and labels on all external

containers directly serviced by {CONTRACTOR/SUBCONTRACTOR} at

Customer facilities.

k.Picking up spillage and keeping Customer’s solid waste and recycling container

locations clean and free of loose refuse.

l.Recording the actual volume or weight of trash and recyclables collected at each

location. If tracking is conducted on a volume basis, the Contractor and Customer

shall agree on formulas for converting volume measurements to weight

measurements.

m.Recommending solid waste and recycling service adjustments to provide mutually agreed upon Resource Management Services, taking into account long-term

environmental benefits as well as short-term and long-term financial rewards for

the Customer.

1.4.Resource Management, Recycling and Solid Waste Management Services shall be prioritized in this order:

  1. Prevent or reduce waste at the source;
  2. Reuse, return, or sell;
  3. Recycle or compost;
  4. Process for energy recovery; and
  5. Dispose of waste.

Contractor shall work closely with Customer to develop, implement and maintain the Resource Management Program.

1.5.Resource Management Program Development, Oversight and Reporting.

1.5.1.Resource Management Team: The Customer shall appoint an internal Resource Management Team (Team) to work with the Contractor to develop the Resource Management Program and implement the Resource Management Operations Plan. This Team will include key employees from various Customer departments and operations. This Team may also include consultants retained by the Customer to assist with the implementation of the Resource Management Program. The Team will provide general oversight of the Resource Management Program.

1.5.2.Program Liaisons: To assist the parties in the day-to-day performance of this Contract, and to ensure compliance with the specifications of the Contract, each party shall designate a program Liaison. The parties shall inform the other, in writing, of any change in the designated liaison. At the time of execution of this Contract, the following persons are the designated liaisons:

Customer LiaisonContractor Liaison

(NAME)(NAME)

(TELEPHONE NO.)(TELEPHONE NO.)

(EMAIL ADDRESS)(EMAIL ADDRESS)

1.5.3.Customer Liaison: To provide one point of contact, the Customer Liaison will be dedicated to providing all project management and oversight of contracted services on behalf of the Customer. The Customer Liaison may delegate some of the project management and oversight to a consultant retained by the Customer to assist with the implementation of the Resource Management Program. The Customer Liaison serves on the Resource Management Team and is the main point of contact for the Team. The Customer Liaison’s responsibilities include:

  1. Working with the Contractor to finalize the Resource Management Operations Plan.
  2. Implementing Customer’s portion of the Resource Management Operations Plan.
  3. Providing general oversight and management of the Customer’s Resource Management Program.
  4. Identifying opportunities for the Customer to prevent waste at the source and increase waste reduction, reuse and recycling.
  5. Conducting cost analyses of identified waste prevention, reduction, reuse and recycling opportunities.
  6. Leading and facilitating the Team including scheduling meetings with the Team and the Contractor, finalizing the Team meeting agendas, and leading and facilitating Team meetings.

1.5.4Contractor Liaison: To provide one point of contact, the Contractor Liaison will be dedicated to providing all project management and oversight of contracted services on behalf of the Contractor including the services of subcontractors unless otherwise negotiated with Customer.

The Contractor Liaison shall work with the Customer Liaison and the Resource Management Team to develop and implement the Customer’s Resource Management Program. Responsibilities of the Contractor Liaison include, but are not limited to:

  1. Working with the Customer to finalize the Resource Management Operations Plan.
  2. Implementing Contractor’s portion of the Resource Management Operations Plan including the coordination of subcontractors work.
  3. Identifying opportunities for the Customer to prevent waste at the source and increase waste diversion, reuse, and recycling.
  4. Assisting the Customer with conducting cost analyses of identified waste prevention, reduction, reuse and recycling opportunities.
  5. Advising the Customer on Resource Management Program implementation strategies that will improve the overall operations and effectiveness of the Resource Management Program.
  6. Preparing quarterly and annual reports on the Resource Management Program.
  7. Attending quarterly Team meetings and other meetings scheduled by the Customer Liaison as required.
  8. Being available to the Customer during day-to-day operations of the Resource Management Program to answer and address any questions, issues, or concerns that may arise.

1.5.5Transition Plan and Baseline Report.

a.Contractor shall immediately provide recycling and solid waste managementservices upon the effective date of this contract.

b.Contractor shall immediately begin tracking volumes or weight of recyclables and solid waste by location upon the effective date of this contract.

c.The transition period shall not exceed three (3) months from the effective date of this contract.

d.Contractor shall complete a solid waste and recycling composition analysis of the Customer’s existing solid waste and recycling streams using a methodology that is acceptable to Customer.

e.Working with the Customer or the Customer’s consultant, Contractor shall evaluate the operations and costs of the current recycling and solid waste management system through interviews, site visits, invoice and service reviews, and other methods as may be identified by the Contractor or Customer.

f.Contractor shall develop and submit to the Customer a Baseline Report detailing the:

i.Solid waste and recycling composition analysis results.

ii.Customer’s current solid waste and recycling system.

g.The Baseline Report shall be submitted to the Customer withinfour (4) months of the effective date of this contract. It is anticipated that the evaluation of the Customer’s current waste and recycling system shall be for a (NUMBER SPELLED OUT) (NUMERAL) month period.

1.5.6Resource Management Operations Plan. The Customer Liaison and Contractor Liaison will, in partnership, finalize the Resource Management Operations Plan. The Resource Management Operations Plan may be amended, following mutual agreement by all parties, including amendments to focus on new priorities identified in the quarterly reports.

a.Contractor and Customer shall review the Baseline Report and mutually agree on items to be addressed in the finalized Resource Management Operations Plan.

b.Implementation of the Resource Management Operations Plan shall commence no later than {NUMBER SPELLED OUT}(NUMERAL) months after the effective date of the contract.

c.TheResource Management Operations Plan shall include:

  1. Objectives and activities.
  2. Roles and responsibilities of each party.
  3. Activities and actions for waste diversion.
  4. Timeframes for action and activity implementation.
  5. Methodologies and metrics for measuring improvements in waste reduction and recycling activities.
  6. Timeframes and procedures for re-evaluating the waste stream and making adjustments to the Resource Management Program.

1.5.7Quarterly Reports. The Contractor shall submit quarterly reports for use in measuring Resource Management Program success. Reports shall include:

  1. Tons of solid waste collected and disposed of, by location.
  2. Tons of recyclables collected by type and by location.
  3. Tons of solid waste and recyclables collected by employee and/or building footage by location.
  4. Quarterly recycling rate by location.

e.Total tons of recyclables processed and marketed.

f.Solid Waste and recycling collection, processing and disposal cost by location

broken out by:

  1. Cost per pull as well as the number of pulls/container
  2. Containers/equipment rental fees
  3. Government taxes/fees
  4. Per ton cost for processing of collected recyclables
  5. Per ton cost for processing and/or disposal of collected solid waste

g.Revenue by material types from recycling commodities and supporting market

information.

h.Revenue share structure.

i.Cost savings from implementing the Resource Management Operations Plan.

j.Summary of Resource Management educational and training efforts.

k.Recommended program changes including:

  1. Changes in infrastructure such as an increase in recycling stations, relocation of recycling stations, a reduction in the number or capacity of backend waste dumpsters, etc.
  2. Addition of material types to be collected for recycling.
  3. New waste reduction techniques.
  4. New or increased internal educational/promotional efforts.

l.Areas of focus and goals for the subsequent quarter.

1.5.8Annual Report. Twelve (12) months following the effective date of this contract, the Contractor shall submit an annual report that summarizes current data and information, including data in the quarterly reports, and projected recycling commodity market strength.

1.5.9Optional Resource Management Services for Additional Costs. The Customer reserves the right to use the Contractor for additional Resource Management services at an extra cost. The services and costs are to be mutually agreed upon, in writing, prior to implementation. Optional Resource Management services include, but are not limited to:

  1. Public space recycling.
  2. Recycled products cooperative purchasing.
  3. Zero waste event recycling.
  4. Internal reuse program/materials exchange

2.COMPENSATION AND PAYMENT

2.1Rate of Compensation: The Customer shall pay the Contractor for the services provided in accordance with the rates or fixed fees contained in Contractor’s Proposal (ExhibitB) to this Contract.

2.2 Recyclable Commodities Revenue: The Contractor will share with the Customer revenues received from therecycling of commodities based on the revenue sharing formula in Contractor’sProposal (ExhibitB).

2.3New Recycling Commodity Revenue: For any recyclable commodity not identified in theContractor’s Proposal (EXHIBIT B) where a market is identified for that commodity by either party after the contract services are started, the Contractor and Customer will sharerevenues from the recycling of that commodity based on a negotiated revenue sharingformula.

2.4Cost Savings Incentive Share: The Contractor will determine baseline solid waste and recycling services and a baseline of total combined waste materials generated. On a quarterly basis and based on quarterly reports, the Contractor and Customer will share cost savings from overall waste reduction following the baseline determination. The incentive structure for cost savings sharing shall be:

{CUSTOMER}XX%

{CONTRACTOR} XX%

2.5Total Contract Price: The total amount of compensation under this Contract shall not exceed ${MAXIMUM AMOUNTY OF COMPENSATION} prior to any revenue sharing for recycled commodities.

2.6Terms of Payment and Revenue.

2.6.1General: Payment and revenue should be submitted to: {CUSTOMER, Division or Office that receives payments, ADDRESS}.

2.6.2Payment: The Contractor shall submit monthly invoices to the Customer summarizing the services provided during the month and the compensation due for those services. The Customer shall make payment within 30days of receiving each invoice.

2.6.3Revenue: The Contractor shall submit monthly payments to the Customer for revenue from recycling commodities, and Customer’s share of the cost savings incentive share.

3.TERM

3.1The term of this Contract shall be for a five (5) year period beginning on {MONTH, DAY, YEAR} and terminating on {MONTH, DAY, YEAR}.

3.2Optional Term. At the termination of the above Contract term, this Contract may be renewed, upon agreement of the Customer and Contractor for up to two(2) additional twelve(12) month periods, provided that Contractor has satisfactorily performed the services herein described. With respect to satisfactory performance by Contractor, the Customer recognizes there will be a transitional period to determine baseline activities, followed by a Resource Management Program development period that may consume a significant portion of the initial Contract term. The Customer recognizes that the efforts to improve resource management may require a longer-term relationship with the Contractor in order to effectively evaluate the existing program, develop recommendations for change and track and document the results.

The following sections can be found in many standard service contracts and are not necessarily specific to resource management contracts. Each company will include some combination of these and other contractual requirements based on specific laws and internal policies governing contract content. The language herein is for example purposes only. Each company using this template must choose for themselves which items they need or want to cover in their contract, and what approach and contractual language will work best for them in their situation

4. GENERAL TERMS AND CONDITIONS

4.1.Compliance With Laws and Standards

4.1.1General: Contractor shall abide by all Federal, State or local laws, statutes, ordinances, rules and regulations now in effect or hereinafter adopted pertaining to this Contract or to the facilities, programs and staff for which Contractor is responsible. This includes, but is not limited to all Standard Assurances, which are attached as Attachment__ to ExhibitA and incorporated herein by reference.

4.1.2.Violations: Any violation of such laws, statutes, ordinances, rules or regulations, as well as loss of any applicable license or certification by Contractor shall constitute a material breach of this Contract, and shall entitle the Customer to terminate this Contract upon delivery of written notice of termination to Contractor. Notwithstanding any other provision of this Contract, such termination shall be effective as of the date of such failure or loss.

4.1.3.Minnesota Law to Govern. This Contract shall be governed by and construed in accordance with the substantive and procedural laws of the State of Minnesota, without giving effect to the principals of conflict of laws. All proceedings related to this Contract shall be venued in the State of Minnesota.

4.2Independent Contractor Status

Contractor is and shall remain an independent contractor with respect to any and all work performed under this Contract. Nothing herein contained is intended or should be construed as creating or establishing the relationship of co-partners between the parties hereto or as constituting Contractor as the employee of the Customer for any purpose or in any manner. The conduct and control of the work will lie solely with the Contractor. However, Contractor acknowledges and agrees that Contractor is not entitled to receive any of the benefits received by Customer’s employees and is not eligible for workers’ or unemployment compensation benefits through the Customer. Contractor also acknowledges and agrees that no withholding or deduction for state or federal income taxes, FICA, FUTA, or otherwise, will be made from the payments due Contractor and that it is Contractor’s sole obligation to comply with the applicable provisions of all federal and state tax laws.